Exhibit 4.8

                      CLEAN DIESEL TECHNOLOGIES, INC.
                            1994 INCENTIVE PLAN
                   INCENTIVE STOCK OPTION AWARD AGREEMENT

     INCENTIVE  STOCK OPTION  AWARD  AGREEMENT  dated as of [Date]  between
Clean Diesel  Technologies,  Inc., a Delaware corporation (the "Company")of
300 Atlantic Street,  Stamford  Connecticut  06902 U.S.A.,  and [Name] (the
"Participant"), an employee of the Company.

     WHEREAS,   the  Company  desires  to  afford  to  the  Participant  an
opportunity  to purchase  shares of the Company's  Common Stock pursuant to
the grant of an  incentive  stock  option  award under the  Company's  1994
Incentive  Plan (the  "Plan")  and the  participant  desires to obtain such
opportunity;

     NOW THEREFORE, the parties agree, as follows:

     1. Option Grant.  The Company grants to the Participant as of the date
first  written  above (the "Grant  Date") the right and option  pursuant to
Section  422 of the  Internal  Revenue  Code ("this  Option"),  to purchase
[Number]  (Number)  shares of Common Stock of the Company,  par value $0.05
per share ("the Stock") at the exercise  price per share of U.S.  $[price],
subject,  in all respects,  to the terms and  conditions of the Plan and to
the following terms and conditions.

     2. Vesting.  This Option shall only be first exercisable,  in whole or
in part,  with  respect  to the  shares  optioned,  as to 33 1/3%  thereof,
immediately on the Grant Date,  and, as to 66 2/3% and 100% thereof,  after
5:00  p.m.  on the  day  preceding  the  first  and  second  anniversaries,
respectively,  of the Grant  Date.  Pursuant to and as defined in the Plan,
however, this Option shall immediately vest upon a Change of Control of the
Company.

     3. Term and Termination. (a) The term of this Option shall be a period
commencing on the Grant Date and ending at 5:00 p.m. on the date  preceding
the tenth anniversary thereof ("Expiration Date"). (b) Upon the termination
of the Participant's status as an employee of the Company on account of:

(i) reasons  other than normal  retirement,  death,  total  disability  and
cause, such portion of this option that has not then vested shall terminate
and become non-exercisable immediately but such portion of this option that
has then vested shall continue and terminate and become  non-exercisable at
5:00 p.m. upon the date which is ninety (90) days after such termination of
the Participant's status;

(ii) death,  total  disability or normal  retirement,  such portion of this
option  that has not  then  vested  shall  terminate  immediately  but such
portion  of this  Option  that  has then  vested  may be  exercised  by the
Participant or,  pursuant to and as defined in the Plan, the  Participant's
Beneficiary,  at any time during the period ending on the  Expiration  Date
(provided  that such  option  would  have been able to have been  exercised
according  to its terms  absent  such  death,  total  disability  or normal
retirement); or

(iii) cause,  in which case all options  granted  hereunder shall terminate
and be immediately nonexercisable.

(c)  Notwithstanding  the foregoing,  where termination shall not have been
for cause, of which the Board shall be the sole judge, the Board may in its
sole discretion permit options hereunder to be exercised by the Participant
at any time during the period ending not later than the Expiration  Date as
the Board shall  agree,  provided  such option would have been able to have
been exercised according to its terms absent termination.

(d) "Normal Retirement" shall mean resignation of the Participant's  status
as an employee of the Company or a subsidiary thereof on or after attaining
age  sixty-five  (65) or such  earlier  age as to  which  the  Board  shall
consent. "Cause" shall mean, in the sole judgement of the Board, conviction
of the  Participant  under,  or a plea of guilty by the  participant to any
State or Federal  felony charge (or the equivalent  thereof  outside of the
United States); any instance of fraud, embezzlement,  self-dealing, insider
trading or similar  malfeasance  with respect to the Company  regardless of
amount;  substance or alcohol abuse;  or other conduct for which  dismissal
has been  identified  in any  employee  handbook,  or other  writing,  as a
potential disciplinary measure.

     4. Method of  Exercise.  This Option may be  exercised  only by one or
more  notices from time to time in writing of the  Participant's  intent to
exercise this Award,  or a portion  thereof,  delivered to the Secretary or
the Chief Financial Officer of the Company, or their delegates, accompanied
by the  Participant's  check or a bank check in the amount of the  exercise
price,  or, in lieu  thereof,  by delivery to the Company of that number of
shares of the Stock equal in value (determined on the same basis as for the
grant of  Awards  under the Plan) to the  exercise  price and any  required
withholdings provided in Section 5 below, or by surrendering to the Company
of the  shares  exercised  so many as shall  equal such  value,  unless the
Participant  has  within a period  of six  months  previously  exercised  a
Company stock option by delivering or surrendering shares of the Stock.

     5.  Taxes.  At the time of exercise of this  Option,  the  Participant
shall deliver to the Company,  if required by the Company,  a check payable
to the Company equal, in the sole opinion of the Company, to the applicable
national,  state,  provincial  and local  income  or other  taxes and other
pay-roll  related items  legally  required to be withheld by reason of such
exercise.

     6.  Securities  Laws. The Stock may only be purchased if there is with
respect to the Stock a registration  statement or  qualification  in effect
under applicable U.S. or State securities laws or an exemption therefrom.

     7. Transferability;  Disqualifiying  Dispositions.  In order that this
Option shall continue as an Incentive Stock Option,  this Option may not be
transferred  otherwise than by will or the laws of descent and distribution
and may not be exercised by any person  other than the  Participant  during
the  Participant's  lifetime.  In order that  shares  acquired  by exercise
hereunder  shall not be the  subject  of a  disqualifying  disposition  and
ineligible for the tax treatment afforded under Section 421 of the Internal
Revenue Code, the Participant shall have been an employee of the Company at
all times  during the period  beginning on the Date of Grant and ending not
later than the day three months before exercise,  and, (ii) the Participant
shall hold such  shares  for a period  which is at least two years from the
Date of  Grant  and one  year  from  the  transfer  of such  shares  to the
Participant.  Any transfer of such shares  whatsoever by the Participant to
any person,  including a nominee or a brokerage  account for the benefit of
the  Participant in the name of the Broker,  prior to the expiration of the
foregoing  two and one year  periods  may be  treated  by the  Company as a
disqualifying  disposition.  The Participant shall notify the Board through
the Secretary of any disposition  whatsoever of this option within ten (10)
days of such disposition.

     IN WITNESS WHEREOF, the Company and the Participant have each executed
this Agreement, all as of the day and year first above written.

Clean Diesel Technologies, Inc.


By:
   ----------------------            -------------------------
   (Vice) President                  [Name]